Pre-emption rights on equity allotments under the Companies Act 2006 and UK Listing Rules: scope, exclusions, disapplication, procedure and filings

Published by a LexisNexis Corporate expert

Practice notes

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What

Pre-emption rights provide every shareholder in a company with a means to safeguard their percentage holding from dilution arising when new equity securities are allotted. Such rights exist as a matter of statute in the Companies Act 2006 (CA 2006), and also under the UK Listing Rules (the UKLRs), which are relevant to any company with a listing of equity shares in the equity shares (commercial companies) category. Careful thought should be given to the breadth of these rights, as a company must observe them unless and to the extent they have been disapplied, varied or excluded. In addition, a company’s articles of association, or any shareholders’ agreement to which it is party, may contain pre-emption provisions that must likewise be followed except where they have been disapplied, waived or removed. For guidance on how pre-emption rights operate across different company types, see Practice Notes: Pre-emption rights on allotment—private companies, Pre-emption rights on allotment—public companies (other than listed and AIM companies) and Pre-emption rights on allotment—listed companies and AIM companies. Ensuring compliance requires reviewing any disapplications in place and confirming whether modifications or exclusions apply before proceeding with any issue or allotment of shares that could dilute existing interests...

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Web page updated on 21/05/2026

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